DEBENTURE MANAGEMENT AGREEMENT
, 1997
▇▇▇▇ Technology Group Ltd.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇, Chairman
Gentlemen:
This will confirm the arrangements, terms and conditions pursuant to which
▇▇▇▇▇▇ & Associates, Inc. (the "Consultant"), have been retained to serve as a
debenture management consultant and advisor to ▇▇▇▇ Technology Group Ltd., a
Delaware corporation (the "Company"), on a non-exclusive basis for the term set
forth in Section 2 below in connection with the Company's 10% Convertible Senior
Subordinated Debentures, Due , 2003 (the "Debentures"). The
undersigned hereby agrees to the following terms and conditions:
1. DUTIES OF CONSULTANT.
(A) CONSULTING SERVICES. Consultant will provide such consulting services
and advice pertaining to the Debentures as the Company may from time to time
reasonably request. Without limiting the generality of the foregoing, Consultant
will assist the Company in administrative aspects concerning the Debentures and
in studying and evaluating matters concerning the redemption or retirement of
the Debentures, prepare reports and studies thereon when advisable, and assist
in negotiations and discussions pertaining thereto.
(b) WALL STREET LIAISON. Consultant will, when appropriate, arrange
meetings between representatives of the Company and individuals and financial
institutions in the investment community, such as security analysts, portfolio
managers and market makers.
The services described in this Section 1 shall be rendered by Consultant
under the supervision of the Company, but at such time and place and in such
manner (whether by conference, telephone, letter or otherwise) as Consultant may
determine. Consultant will keep the Company advised of its activities hereunder.
2. TERM.
This Agreement shall continue for a period of three years from the date
hereof (the "Term").
3. COMPENSATION.
(a) As compensation for Consultant's services hereunder, the Company shall
pay to the Consultant the sum of $108,000 (an aggregate of three thousand
($3,000) dollars per month), all of which shall be due and payable as of the
date hereof.
4. RELATIONSHIP.
Nothing herein shall constitute Consultant as an employee or agent of the
Company, except to such extent as might hereinafter be agreed upon for a
particular purpose. Except as might hereinafter be expressly agreed, Consultant
shall not have the authority to obligate or commit the Company in any manner
whatsoever.
5. CONFIDENTIALITY.
Except in the course of the performance of its duties hereunder, Consultant
agrees that it shall not disclose any trade secrets, know-how, or other
proprietary information not in the public domain learned as a result of this
Agreement unless and until such information becomes generally known.
6. ASSIGNMENT AND TERMINATION.
This Agreement shall not be assignable by any party except to successors to
all or substantially all of the business of either party for any reason
whatsoever without the prior written consent of the other party, which consent
may not be unreasonably withheld.
Very truly yours,
▇▇▇▇▇▇ & ASSOCIATES, INC
By: __________________________
Agreed and Accepted:
▇▇▇▇ TECHNOLOGY GROUP LTD.
By: ___________________________________________________________________________
